Claudette Colbert
Geraldine 'Gerry' Jeffers

Joel McCrea
Tom Jeffers

Mary Astor
The Princess Centimillia

Rudy Vallee
John D. Hackensacker III

Sig Arno
Toto

Robert Warwick
Mr. Hinch

Arthur Stuart Hull
Mr. Osmond

Torben Meyer
Dr. Kluck

Jimmy Conlin
Mr. Asweld

Victor Potel
Mr. McKeewie

William Demarest
First Member Ale and Quail Club

Jack Norton
Second Member Ale and Quail Club

Robert Greig
Third Member Ale and Quail Club

Roscoe Ates
Fourth Member Ale and Quail Club

Dewey Robinson
Fifth Member Ale and Quail Club

Chester Conklin
Sixth Member Ale and Quail Club

Robert Dudley
Wienie King

Franklin Pangborn
Manager

Arthur Hoyt
Pullman Conductor

Al Bridge
Conductor

Fred 'Snowflake' Toones
Colored Bartender

Charles R. Moore
Colored Porter

Frank Moran
Brakeman

Harry Rosenthal
Orchestra Leader

Esther Howard
Wife of Wienie King

Frank Faylen
Taxi Driver (uncredited)

J. Farrell MacDonald
Officer O'Donnell (uncredited)

Edward McNamara
Officer in Penn Station (uncredited)

Bert Moorhouse
Diner on Train (uncredited)

Marcelle Corday
Elderly Maid (uncredited)

Bess Flowers
Gerry's Maid of Honor/Nightclub Extra (uncredited)

Byron Foulger
Jewelry Salesman (uncredited)